UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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EVANS BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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March 21, 2019

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Table of Contents

EVANS BANCORP, INC.

One Grimsby Drive6460 Main Street

Hamburg,Williamsville, NY 1407514221

Proxy Statement

PROXY STATEMENT

Dated March 21, 201925, 2021

For the Annual Meeting of Shareholders to be held April 25, 2019

GENERAL INFORMATION

May 4, 2021

General Information

This Proxy Statement is furnished to the shareholders of Evans Bancorp, Inc., a New York corporation (the "Company"“Company”), in connection with the solicitation of proxies for use at the Thirty-First Annual Meeting of Shareholders (the "Annual Meeting"“Annual Meeting”) to be held virtually at www.meetingcenter.io/251512779Evans Bancorp, Inc.,  One Grimsby Drive, Hamburg, NY, on Thursday, April 25, 2019Tuesday, May 4, 2021 at 9:00 a.m.and at any adjournments thereof.  To obtain directions to be able to attend our Annual Meeting and vote in person, please contact Michelle Baumgarden at (716) 926-2000.

Shares of common stock represented by a proxy in the form enclosed, properly executed proxy will be voted in the manner instructed, or if no instructions are indicated, “FOR” the election of the director nominees named therein, “FOR” the approval of the Evans Bancorp, Inc. 2019 Long-Term Incentive Plan, “FOR” the approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, for the frequency of future advisory votes on named executive officer compensation to be every “ONE YEAR”, and “FOR” ratification of the appointment of KPMGCrowe LLP as the Company’s independent registered public accounting firm for fiscal year 2019.  The2021. A proxy given by the enclosed proxy card may be revoked at any time before it is voted by delivering to the Secretary of the Company a written revocation or a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person.at the meeting. Any shareholder of record may vote in person at the Annual Meeting, whether or not he or she has previously given a proxy. Attendance at the Annual Meeting will not have the effect of revoking a proxy unless you give proper written notice of revocation to the Secretary before the proxy is exercised or you vote by written ballot at the meeting. If you are a beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a legal proxy from the organization that holds your shares.

The enclosed proxy is being solicited by the Board of Directors of the Company. The total cost of solicitation of proxies in connection with the Annual Meeting will be borne by the Company.

Internet Availability of Proxy Materials

We are relying upon a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet. As a result, on or about March 25, 2021, we sent by mail or e-mail a Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy materials, including our Proxy Statement and Annual Report to Shareholders, over the Internet and how to vote. Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of our Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of our proxy materials, please follow the instructions included in the Notice Regarding the Availability of Proxy Materials.

If you received your proxy materials via e-mail, the e-mail contains voting instructions, including a control number required to vote your shares, and links to the Proxy Statement and the Annual Report to Shareholders on the Internet. If you received your proxy materials by mail, the Notice of Annual Meeting, Proxy Statement, proxy card and Annual Report to Shareholders are enclosed.

If you hold our common stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions for each in order to vote all of your shares of our common stock.

General Information

Questions and Answers About Our Annual Meeting

Our Board is soliciting your proxy to vote at the meeting because you were a shareholder of our Company as of March 9, 2021, the Record Date, and are entitled to vote.

This Proxy Statement andsummarizes the enclosed proxy are first being mailedinformation you need to shareholders on or about March 21, 2019.know in order to cast a vote at the meeting.

The following proposals will be considered at the meeting:You are voting on three items:

Shareholders of record – registered shareholders

If you are a shareholder of record, there are four ways to Vote:

By Telephone

By Internet

By Mail

At the Virtual Meeting

toll-free 1-800-652-8683 within the USA, US territories and Canada

www.envisionreports.com/EVBN

request, complete and return a paper proxy card

by electronic vote at the virtual meeting

Street name holders

Shares of our common stock that are held in a brokerage account in the name of the broker or by a bank, trustee, or other nominee are held in “street name.” If your shares are held in street name, you should follow the voting instructions provided by your broker, bank, trustee, or other nominee. If you hold your shares in street name and wish to vote at the meeting, please obtain instructions on how to vote at the meeting from your broker, bank, trustee or other nominee.

If you return a properly executed proxy card without instructions, the persons named as proxies will vote your shares in accordance with the recommendations of our Board.

General Information

We do not know of any other matters that will be brought before the shareholders for a vote at the Annual Meeting. If any other matter is properly brought before the meeting, your signed paper or electronic proxy gives authority to the proxy holders, with full power of substitution, to vote your shares at their discretion.

We are taking advantage of Securities and Exchange Commission (“SEC”) rules that allow companies to furnish proxy materials to shareholders via the Internet. This allows us to avoid printing and mailing proxy materials to shareholders who prefer to review the materials online. If you received a Notice of Internet Availability of Proxy Materials, or “Notice,” by mail, you will not receive a printed copy of the proxy materials, unless you submit a specific request.

The Notice instructs you on how to access and review all of the important information contained in the Proxy Statement and annual report as well as how to submit your proxy over the Internet. If you received the Notice and would still like to receive a printed copy of the proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to shareholders on or about March 25, 2021.

Any Evans Bancorp, Inc. shareholder as of the close of business on the Record Date may attend the virtual meeting. To participate in the Annual Meeting, visit www.meetingcenter.io/251512779. The password for the meeting is EVBN2021. A listen only option is available for those who do not wish to register.

You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials if you plan to vote and/or ask questions at the Annual Meeting. You may begin to log into the meeting platform beginning at 7:30 a.m. Eastern Time on May 4, 2021. The meeting will begin promptly at 9:00 a.m. Eastern Time on May 4, 2021.

Shareholders who hold their shares through an intermediary, such as a bank or broker, must register in advance to vote and/or ask questions at the Annual Meeting. To register, shareholders must submit proof of your proxy power (legal proxy) reflecting their Evans Bancorp, Inc holdings along with their name and email address to Computershare at legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on April 29, 2021. Shareholders will receive a confirmation email with a control number from Computershare regarding their registration.

Only shareholders of record at the close of business on the Record Date of March 9, 2021 are entitled to receive notice of and to participate virtually in the Annual Meeting. If you were a shareholder of record on that date, you will be entitled to vote all of the shares you held on that date at the meeting, or at any postponement or adjournment thereof.

You will have one vote for each share of our common stock you owned at the close of business on the Record Date.

The presence of the holders of a majority (greater than 50%) of the votes entitled to be cast at the meeting constitutes a quorum. Presence may be in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote at the meeting for purposes of determining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

With respect to Item 1, directors are elected by a plurality of the votes cast. Plurality voting means that the number of candidates who receive the highest number of votes will be elected. “Votes cast” excludes abstentions and any broker non-votes. Accordingly, abstentions and broker non-votes will have no effect on the election of directors. Brokers do not have discretionary authority with respect to the election of directors.

General Information

With respect to Items 2 and 3, the affirmative vote of a majority of the votes cast is required for approval, assuming a quorum is present. With respect to Item 2, because this vote is advisory, it will not be binding upon the Board; however the Human Resource and Compensation Committee and the Board have in the past considered and will continue to consider the outcome of the vote when making decisions for future executive compensation arrangements.

Brokers have discretionary authority to vote with respect to the ratification of the appointment of independent registered public accountants. Brokers do not have discretionary authority to vote with respect to the other proposals. Abstentions and broker non-votes will have no effect on Items 1, 2 and 3.

If you are a beneficial owner whose shares are held in “street name” (i.e., held of record by a broker, bank, trustee, or other nominee), you must instruct the broker, bank, trustee or other nominee how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker, bank, trustee or other nominee does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the nominee can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum but will not be able to vote on those matters for which specific authorization is required. For the 2021 meeting, your broker does not have discretionary authority to vote on the election of directors or on the advisory vote to approve the Company’s executive compensation (the “Say-on-Pay” vote). If you do not provide voting instructions, a broker non-vote will occur and your shares will not be voted on these matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.

Yes. You may change or revoke your proxy by sending in a new proxy card with a later date or cast a new vote by telephone or Internet or send a written notice of revocation to our Corporate Secretary at Evans Bancorp, Inc., 6460 Main Street Williamsville, NY 14221. If you attend the meeting virtually and wish to vote at the meeting, you may request that your previously submitted proxy be revoked.

If you submit a properly executed proxy without indicating your vote, your shares will be voted as follows:

We have made the decision to hold the Annual Meeting as a virtual meeting this year due to the impact of the coronavirus (COVID-19) outbreak, to comply with New York State mandates, and V,to protect the health of our shareholders and employees. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and the optionCompany. We believe that hosting a virtual meeting will enable more of every “ONE YEAR” on Proposal IV.our shareholders to attend and participate in the meeting.

Voting Securities

Only holders of shares of common stock of record at the close of business on March 4, 20199, 2021 are entitled to notice of and to vote at the Annual Meeting and at all adjournments thereof. At the close of business on March 4, 2019,9, 2021, the Company had 4,858,6465,428,993 shares of common stock outstanding. For all matters to be voted on at the Annual Meeting, holders of common stock are entitled to one vote per share.

A quorum of shareholders is necessary to hold a valid Annual Meeting. A majority of shares entitled to vote, present in personvirtually or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting. Broker non-votes and abstentions will be counted as being present or represented at the Annual Meeting for purposes of establishing a quorum. A broker non-vote occurs on an item when a broker is not permitted to vote on that item without timely instruction from the beneficial owner of the shares and no instruction is given.

General Information

Vote Required and Board Recommendations

Plurality Vote – Proposal I

Under New York law and the Company'sCompany’s bylaws, directors are elected by the affirmative vote, in personvirtually or by proxy, of a plurality of the votes cast at a meeting at which a quorum is present.  Only votes actually cast will be counted for the purpose of determining whether a particular nominee received more votes than the persons, if any, nominated for the same seat on the Board of Directors.present, without regard to broker non-votes or abstentions. This means that, for Proposal I, the fourfive director nominees identified in this Proxy Statement will be elected if they receive more affirmative votes than any other nominees.  If, as the Company anticipates, the four director nominees identified in this Proxy Statement are unopposed, they each only need to receive a single vote to be elected.  In this instance, withholding authority to vote for a particular candidate will have no effect on the results of Proposal I.

Majority Vote – Proposals II and III

Proposals II and III IV, and V

The approval of the Evans Bancorp, Inc. 2019 Long-Term Equity Incentive Plan (Proposal II), the approval of the Say on Pay advisory vote (Proposal III), the selection of a frequency for future Say on Pay advisory votes (Proposal IV), and the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal 2019 (Proposal V),  require for adoption the affirmative vote ofmust be approved by a majority of the votes cast by the holders of shares entitled to vote on the proposal at the Annual Meeting.

For Proposals II, III and V, this This means that, in order for each of these proposals to be approved by the Company’s shareholders, the number of votes cast “For” a particular proposal must be greater than the number of votes cast against“Against” that proposal.

For Proposal IV, the affirmative vote of a majority of the votes cast means that for one frequency to be deemed to have been chosen by shareholders, the number of votes cast for that frequency must exceed the aggregate number of votes cast for the other two frequencies.  However, although the legal voting standard is a majority vote, the Board values the opinions of our shareholders in this matter and, to the extent there is any significant vote in favor of one frequency over the other frequencies, even if less than a majority, the Board will take that into account in determining how frequently the Say on Pay advisory vote occurs in the future.

Abstentions and Broker Non-Votes

Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the Annual Meeting.  However, broker non-votes will not be treated as votes “cast” at the Annual Meeting, and will have no effect on the outcome of any of the proposals to be considered at the Annual Meeting.    Likewise, for Proposals I, III, IV and V, abstentions will not be treated as votes “cast” at the Annual Meeting, and will have no effect on the outcome of these Proposals.

For Proposal II (approval of the Evans Bancorp, Inc. 2019 Long-Term Equity Incentive Plan), abstentions are considered “votes cast” under applicable rules of the New York Stock Exchange, and thus will have the same effect as a vote “against” the proposal. 

If you hold your shares (i.e., they are registered) through a bank, broker or other nominee in “street name” but you do not provide the firm that holds your shares with your specific voting instructions, it will only be allowed to vote your shares on your behalf in its discretion on “routine” matters, but it cannot vote your shares in its discretion on your behalf on any “non-routine”“non-routine” matters. This result is known as a “broker non-vote”. Proposal I relating to the election of your Board’s nominees for Directors and Proposal II relating to the Evans Bancorp, Inc. 2019 Long-Term Equity Incentive Plan, Proposal III relating to Say on Pay and Proposal IV relating to Say on Pay Frequency, are considered “non-routine”“non-routine” matters. Proposal VIII relating to the appointment of the Company’s independent auditors for fiscal year 20192021 is considered a “routine” matter. While your broker will have discretionary authority to vote your uninstructed shares “for” or “against” or “abstaining” from voting on Proposal V,III, your broker will have no discretionary authority to vote your shares on Proposals I II,  III, and IVII at the Annual Meeting. If you hold your shares in street name, please follow the voting instructions sent to you by your bank, broker or other nominee.

Abstentions and broker non-votes will be counted as present for purposes of determining the existence of a quorum at the Annual Meeting. However, broker non-votes will not be treated as votes “cast” at the Annual Meeting, and will have no effect on the outcome of any of the proposals to be considered at the Annual Meeting. Likewise, for Proposals I, II, and III, abstentions will not be treated as votes “cast” at the Annual Meeting, and will have no effect on the outcome of these Proposals.

Security Ownership of Management and Certain Beneficial Owners

The following table sets forth information, as of March 4, 2019,9, 2021, concerning:







General Information

Beneficial ownership is determined under the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to our securities. Except as indicated in the footnotes to this table, the persons named in the table below have sole voting and investment power with respect to all shares of common stock beneficially owned. The number of shares beneficially owned by each person as of March 4, 20199, 2021 includes shares of common stock that such person has the right to acquire on or within 60 days after March 4, 20199, 2021 upon the exercise of vested stock options and also includes shares of restricted stock that are subject to forfeiture and transfer restrictions until the vesting date thereof. For each person or group included in the table below, percentage ownership is calculated by dividing the number of shares beneficially owned by such person, calculated as described in the previous sentence, by the sum of the 4,858,6465,428,993 shares of common stock outstanding on March 4, 20199, 2021 plus the number of shares of common stock that such person or group has the right to acquire on or within 60 days after March 4, 2019.9, 2021. Beneficial ownership representing less than one percent is denoted with an "*"asterisk “*”.

General Information

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) requires the Company'sCompany’s officers and directors, and persons who beneficially own more than 10% of the Company'sCompany’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company'sCompany’s officers and directors, the Company believes that during or with respect to fiscal year 2018,2020, all reports required by Section 16(a) of the Exchange Act were timely filed, except that Christina P. Orsi filed one late report on Form 4 to disclose one transaction that occurred on June 6, 2018. filed.

Proposal I – Election of Directors

The Company'sCompany’s bylaws provide for a classified board of directors, with three classes of directors, each nearly as equal in number as possible. Each class serves for a three-year term, and one class is elected each year. The Board of Directors is authorized by the Company'sCompany’s bylaws to fix from time to time, the number of directors that constitute the whole Board of Directors. The Board size has been set at thirteen members. The nominees for director at the 20192021 Annual Meeting are: DavidKevin D. Maroney, Robert G. Miller Jr., Kimberley A. Minkel, Christina P. Orsi, and Michael J. Nasca, David R. Pfalzgraf, Jr.,  Thomas H. Waring, Jr., and Lee C. Wortham,Rogers, for terms to expire at the 20222024 Annual Meeting and until their successors are duly elected and qualified.

The Board of Directors has no reason to believe that any nominee would be unable or unwilling to serve, if elected. In the event that any nominee for director becomes unavailable and a vacancy exists, it is intended that the Corporate Governance and Nominating Committee of the Board of Directors will recommend a substitute nominee for approval by the Board of Directors.

Required Vote

Under New York law and the Company’s bylaws, directors are elected by the affirmative vote, in person or by proxy, of a plurality of the votes cast at a meeting at which a quorum is present. Only votes actually cast will be counted for the purpose of determining whether a particular nominee received more votes than the persons, if any, nominated for the same seat on the Board of Directors. This means that, for Proposal I, the fourfive director nominees identified in this Proxy Statement will be elected if they receive more affirmative votes than any other nominees. Votes to withhold in an uncontested election and broker non-votes will have no effect on the outcome of this vote.

Unless otherwise directed, the persons named in the proxy card intend to vote shares as to which proxies are received “FOR” each of the director nominees: DavidKevin D. Maroney, Robert G. Miller, Jr., Kimberley A. Minkel, Christina P. Orsi, and Michael J. Nasca,  David R. Pfalzgraf, Jr.,  Thomas H. Waring, Jr., and Lee C. Wortham.Rogers.

Proposal I – Election of Directors

THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.Information Regarding Directors, Director Nominees and Executive Officers

Corporate Governance

11 of 13 Board of Directors are independent

All members of the Audit, Human Resource and Compensation, and Corporate Governance and Nominating Committees are independent

Positions of Chairman and CEO have been separated since 2001

All directors are in compliance with stock ownership requirements

Board Qualifications

Related Industry Experience

Strategic Planning

Technology

Integrated

Digital Marketing

Human Resource/Compensation

Mergers & Acquisitions

Legal

Financial

Proposal I – Election of Directors

The following tables set forth the names, ages, and positions of the director nominees, the directors continuing in office, and the executive officers of the Company:

Nominees for Director:

† Executive Officer

* Independence has been determined by the Company’s Board of Directors in accordance with the listing rules of NYSE American.

Directors Continuing in Office and Executive Officers:

Proposal I – Election of Directors in accordance with the listing rules of NYSE American.

**Mr. Miller, will be retiring from the positions of Secretary of the Company, President of The Evans Agency, LLC,    and Executive Vice President of Evans Bank, N.A. effective March 29, 2019, but will continue to serve as a director of the Company.

Directors, Director Nominees and Executive Officer Information.

Set forth below are the biographies of (1) each of the nominees and continuing directors containing information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and the experiences, qualifications, attributes or skills that caused the Board to determine that the person should serve as a director for the Company, and (2) the executive officers of the Company.

Nominees for Director

Proposal I – Election of Directors

Proposal I – Election of Directors

Mr. Nasca has been a director of the Company since 2006.  Mr. Nasca also serves as the President and Chief Executive Officer of the Company and as President and Chief Executive Officer of the Bank.  He has held the position of President of the Company and the Bank since 2006, and Chief Executive Officer of the Company and the Bank since 2007.  Mr. Nasca served as Chief Operating Officer of LifeStage, LLC, a health care services startup company, from October 2005 to August 2006.  From June 2004 to July 2005, Mr. Nasca served as Executive Vice President of Strategic Initiatives of First Niagara Financial Group.  Mr. Nasca held the position of Executive Vice President, Consumer Banking Group, Central New York Regional Executive of First Niagara Financial Group from June 2002 through June 2004.  From October 2000 to June 2002, Mr. Nasca served as President and CEO of Iroquois Financial, Inc. and Cayuga Bank which were wholly owned by First Niagara Financial Group.  Mr. Nasca serves as President and CEO of the Company and the Bank pursuant to an employment agreement with the Company and the Bank.  As President and CEO, Mr. Nasca provides our Board with information gained from hands-on management of our operations, identifying our near-term and long-term challenges and opportunities.  The Board has determined that Mr. Nasca’s significant experience in the banking industry over the past 30 years, including operational, financial, and executive roles, as well as his unique perspective as leader of our management team, qualifies him for service as a member of our Board of Directors.

Mr. Pfalzgrafhas been a director of the Company since 2014.  He has been a Managing Partner of Rupp, Baase, Pfalzgraf, Cunningham LLC, a law firm specializing in private business enterprises ranging from closely-held family businesses to multi-national corporations, since April 2000.  Mr. Pfalzgraf leads the firm’s corporate practice group, working primarily with private business enterprises ranging from closely-held family businesses to multi-national corporations.  He assists clients with all corporate needs including business formations, restructurings, mergers and acquisitions, financing and investment, development, labor and employment issues, and commercial transactions.  Mr. Pfalzgraf’s extensive legal and business experience makes him a valuable member of our Board of Directors, to serve as Chairman of its Corporate Governance and Nominating Committee, and to serve as a member of the Human Resource and Compensation Committee.

Mr. Waring has been a director of the Company since 1998.  He has owned and managed Waring Financial Group, a financial planning, insurance and financial services and sales firm since 1996.  Waring Financial Group was renamed GCW Risk and Benefit Solutions LLC in 2016.  Mr. Waring is the majority member of GCW Capital Group, LLC. Additionally, Mr. Waring is the majority member of GCW Capital, LLC, a fee only independent registered investment advisory entity formed in August 2014 and registered with the SEC.  GCW Capital, LLC and GCW Risk and Benefit Solutions, LLC market themselves to the public under the brand GCW Capital Group, LLC.  He has also been the managing member of Family & Business Directions, LLC, a fee-based consulting business serving family-held and closely-held business owners, their families, and key executives, since 2010.  In 2015, Mr. Waring became a member of Mallard Advisory Group, LLC.  The firm consists of principals with diverse backgrounds and expertise in serving businesses facing ownership and other major transitions. Mr. Waring’s financial services experience provides the Board with a deeper understanding of the products and services which the Company needs to provide in the marketplace to remain competitive, as well as the delivery of those products and services. He has also been the managing member of Family & Business Directions, LLC, a fee-based consulting business serving family-held and closely-held business owners, their families, and key executives, since 2010.  Mr. Waring frequently advises high net worth individuals, family business owners and closely-held business owners.  He is experienced in providing strategic planning and development advice, including designing and implementing executive and key employee benefits.  We believe that Mr. Waring’s qualifications to serve on our Board of Directors, as Chairman of the Human Resource and Compensation Committee and as a member of the Board’s Corporate Governance and Nominating Committee include his extensive sales and marketing experience with a financial services company, as well as his executive leadership and management experience.

Mr. Wortham has been a director of the Company since 2011 and has served as Chairman since April 2018.  He has been a Partner and COO at Barrantys LLC, a consultant and service provider to wealthy families and family offices, since 2007.  Prior to his role with Barrantys, Mr. Wortham was an Executive Vice President of First Niagara Financial Group from 2005 to 2007, where his responsibilities included wealth management, risk management, and corporate marketing.  From 1999 to 2005, Mr. Wortham was the Executive Vice President of Global Private Client Services, Product Development, and Central Operations for The Bank of New York.  Mr. Wortham held several positions at Chase Manhattan Bank and Chemical Bank (currently JP Morgan Chase & Co.) from 1985 to 1999, including leading the Global Private Bank’s activities in Europe, the Middle East, and Africa while based in London, England.  He started his career at M&T Bank in retail banking from 1980 to 1985.  In 2018, Mr. Wortham joined the board of directors of Albany International Corp, a publicly traded global advanced textiles and materials processing company.  Mr. Wortham’s extensive experience in the financial services industry makes him a valuable member of our Board, and its Audit, Human Resource and Compensation, and Enterprise Risk Committees.  His expertise has been valuable in helping the Board evaluate the Company’s strategies to diversify its product offerings and revenue streams as a growing and competitive financial institution.

Directors Continuing in Office and Executive Officers

Mr. Battlehas been a director of the Company since August 2016.  He has been a partner of the Washington, DC office of Barnes & Thornburg LLP, specializing in white collar criminal defense, as a member of the firm’s Litigation Department since April 2016.  Mr. Battle’s practice focuses on commercial and civil litigation, white collar criminal matters, and appeals.  Prior to his role with Barnes & Thornburg, Mr. Battle was a senior partner of Schlam, Stone & Dolan LLP from 2010 – April 2016 and was a partner of Fulbright & Jaworski LLP from 2007 – 2010.  He was Director of the Executive Office for United States Attorneys from 2005 – 2007, providing administrative oversight of all 93 United States Attorneys and serving as a liaison between the United States Attorneys and the Justice Department and other federal agencies.  Mr. Battle served as United States Attorney with the United States Attorney’s Office, Western District of New York, from 2002 – 2005.  From 1996 – 2002, he was appointed by Governor George Pataki (and subsequently elected) to serve as Judge for Erie County Family Court, providing rulings in thousands of family-law and matrimonial cases.  Mr. Battle served as Attorney in Charge with the New York State Attorney’s Office, Buffalo Regional Office, from 1995 – 1996.  He was the Assistant Federal Defender with the Federal Defender’s Office, Western New York, from 1992 – 1995 and Assistant United States Attorney with the United States Attorney’s Office, Western District of New York, from 1985 – 1992.  Mr. Battle began his career as an Attorney with the Legal Aid Society of New York, Civil Division, from 1981 – 1985.  We believe that Mr. Battle’s wide-ranging and extensive legal and governance experience make him a valuable member of our Board and its Enterprise Risk Committee and Corporate Governance and Nominating Committee.

Mr. Biddle has been a director of the Company since 2001.  He has served as the Chairman and Treasurer of Mader Construction Co., Inc., since 2001.  Mr. Biddle also has served as the Chief Financial Officer of Bullis Investors, LLC, since 2007.  In addition, Mr. Biddle has served as the Vice President and Treasurer of Arric Corp., an environmental remediation company.  Mr. Biddle has extensive experience in the construction sector, an attribute that enables him to assist the Board in understanding the opportunities and risks of a large component of our loan portfolio.  In addition, his experience as a treasurer provides the Board with skills in assessing risk and exercising diligence, which are functions relevant to his service on the Board’s Enterprise Risk Committee.  

Directors Continuing in Office

Directors Continuing in Office

Mr. Miller

		David R. Pfalzgraf, Jr.

		Independent Director Age: 51 Director Since:  2014 Committees: Corporate Governance and Nominating (Chair), Human Resource and Compensation				Biographical Information Mr. Pfalzgrafhas been a director of the Company since 2014. He has been a Managing Partner of Rupp, Baase, Pfalzgraf, Cunningham LLC, a law firm specializing in private business enterprises ranging from closely-held family businesses to multi-national corporations, since April 2000. Mr. Pfalzgraf leads the firm’s corporate practice group, working primarily with private business enterprises ranging from closely-held family businesses to multi-national corporations. He assists clients with all corporate needs including business formations, restructurings, mergers and acquisitions, financing and investment, development, labor and employment issues, and commercial transactions. We believe Mr. Pfalzgraf’s extensive legal and business experience makes him a valuable member of our Board of Directors, to serve as Chairman of its Corporate Governance and Nominating Committee, and to serve as a member of the Company since 2001 and has served as the Secretary of the Company since April 2010.  He has served as the President of The Evans Agency, LLC (“TEA”), an indirect wholly-owned subsidiary of the Company, since 2000 and as Executive Vice President of Evans Bank, N.A. (the  “Bank”) since December 2009.  He also has served as the President of Evans National Financial Services, LLC, a wholly-owned subsidiary of the Company, since May 2002.  Mr. Miller’s substantial experience in the financial services industry gives him a solid foundation from which to advise the Board with respect to financial service acquisition opportunities, and his experience overseeing a financial sales force provides him with a practical background on matters such as developing strategies to succeed in a highly competitive marketplace.  Mr. Miller will be retiring from the positions of Secretary of the Company, President of The Evans Agency, LLC, and Executive Vice President of Evans Bank, N.A. effective March 29, 2019, but will continue to serve as a director of the Company. 10 Ms. Minkel has been President and Executive Director of the Niagara Frontier Transportation Authority (“NFTA”) since 2010.  Ms. Minkel is responsible for managing a transportation system including light rail, bus, paratransit, and two airports within Western New York.  Ms. Minkel manages an annual $225 million operating and capital budget that provides efficient and professional transportation services while engaging with board members, over 1,500 employees, stakeholders, and the general public in a manner consistent with the needs of a diverse community.  Before her role as President and Executive Director of the NFTA, Ms. Minkel served as Director of Risk, Health, Safety, and Environmental Quality for the NFTA.  In this role, she provided functional leadership within the areas of risk management including loss control, environmental, and safety.  We believe Ms. Minkel’s extensive executive experience and community leadership qualify her to serve on our Board of Directors and its Human Resource and Compensation Committee.

Directors Continuing in Office

Ms. Orsi has been Associate Vice President of the Office of Economic Development for the University at Buffalo (“UB”) since 2015.  In this role, Ms. Orsi leads UB’s Business and Entrepreneur Partnership with a focus on connecting business with UB faculty for collaboration on research and development; enabling business access to programs like START UP NY to help companies grow in New York State; and supporting the commercialization of faculty inventions to move the from idea to market.  From 2007-2015, Ms. Orsi was the Executive Director of the Regional Economic Development Council and Regional Director for Western New York for the Empire State Development Corporation.  In this role, Ms. Orsi provided strategic direction for the Regional Economic Development Council, established collaboration among diverse leaders throughout Buffalo Niagara, and led implementation of the Buffalo Billion Investment Strategy.  We believe that Ms. Orsi’s extensive knowledge of economic development programs, private sector policy issues, and government agencies at the state, regional, and municipal levels qualify her to serve on our Board of Directors and its Enterprise Risk and its Human Resource and Compensation Committee.Officers

Mr. Rogers has been a director of the Company since 2011.  He is a certified public accountant in New York State and the managing member of a real estate development company, Oakgrove Development, LLC, a position he has held since 2009.  Mr. Rogers was the Executive Vice President and Chief Financial Officer of Great Lakes Bancorp, Inc., the parent company of Greater Buffalo Savings Bank, from 2006 to 2008.  From 2004 to 2006, Mr. Rogers worked as an independent consultant, principally on Sarbanes-Oxley initiatives and business rationalization reviews.  Mr. Rogers worked at KPMG LLP, a leading accounting firm, from 1984 to 2004, serving as an audit partner from 1995 to 2004.  In his role as an auditor at KPMG LLP, Mr. Rogers worked on several engagements for financial institutions, particularly banks.  His many years of experience have provided Mr. Rogers with a very strong knowledge base on the banking industry.  His previous roles as an audit partner, SEC reviewing partner, and CFO also demonstrate his high level of competence in the areas of finance and accounting in general, and SEC reporting in particular, qualify him to be our Audit Committee Chairman and a member of the Board’s Enterprise Risk Committee, and provide the Board an additional expert on these matters in an increasingly complex regulatory environment.

Mr. Sommerhas been a director of the Company since April 2017 and has been Vice Chairman of the Board since April 2018.  He has been a partner with The River Group, a management consulting firm assisting CEOs and senior executive transform their organizations and leaders in order to achieve strategic intent, since July 2013.  His role includes leading the marketing, business development, practice development, client engagement management, infrastructure establishment, and recruiting efforts.  Prior to his role with The River Group, Mr. Sommer was Executive Vice President, Corporate Development, with First Niagara Financial Group, Inc. (now part of KeyCorp.) from 2010 – 2013, providing financial services to individuals, families and businesses across Upstate New York, Pennsylvania, Connecticut and Massachusetts.  Mr. Sommer was the President of Aston Associates / Aston Strategic Capital, a boutique advisory firm for financial institutions and their investors, from 2004 – 2010, and Managing Director from 1996 – 2003.  We believe Mr. Sommer’s extensive experience in the financial services industry in a variety of roles, but in particular in corporate strategy and development, make him well-qualified to serve on our Board of Directors and to serve as Chairman of its Enterprise Risk Committee, and to serve as a member of the Corporate Governance and Nominating Committee. 

Ms. Sullivan has been a director since 2013.  She is President of Sullivan Capital Partners, LLC, a financial services company providing investment banking and consulting services to closely-held private businesses.  Ms. Sullivan focuses on strategic planning, mergers and acquisitions, and governance matters.  Prior to founding Sullivan Capital Partners in 2004, Ms. Sullivan worked for Citigroup Private Bank from 2000 to 2004, providing wealth management and private equity services to high net worth clients.  From 1995 to 1999, Ms. Sullivan was Executive Vice President of Rand Capital Corporation, a publicly traded closed-end investment management company providing capital and managerial expertise to small and mid-size businesses.  Ms. Sullivan began her career in the legal profession where she held various positions with significant legal responsibility and acquired a solid foundation in corporate related matters and business transactions. In 2015, Ms. Sullivan joined the board of directors of 22nd Century Group, Inc. a publicly traded company that is in the plant biotechnology industry and is a leader in tobacco harm reduction. She is currently and has been a member of the board of directors of several privately held businesses, working closely with fellow board members, management and ownership on strategic planning initiatives, developing exit strategies and implementing sound governance practices.  We believe Ms. Sullivan’s unique combination of legal experience and financial services expertise qualifies her to serve on our Board of Directors, and as a member of the Board’s Audit Committee and Corporate Governance and Nominating Committee.

Mr. Connerton was appointed Treasurer of the Company and Chief Financial Officer of the Bank on November 30, 2015.  Prior to his appointment as Treasurer of the Company he had served as Principal Accounting Officer of the Company between 2002 and 2010 and again between 2013 and 2015. He has also served as Senior Vice President and Treasurer of the Bank since 2010.  Prior to joining the Company, Mr. Connerton was a Senior Auditor specializing in auditing and consulting for banking, healthcare and manufacturing clients at Deloitte & Touche LLP.

CORPORATE GOVERNANCE

		John B. Connerton

		Age: 54				Biographical Information Mr. Connerton was appointed Treasurer of the Company and Chief Financial Officer of the Bank on November 30, 2015. Prior to his appointment as Treasurer of the Company he had served as Principal Accounting Officer of the Company between 2002 and 2010 and again between 2013 and 2015. He has also served as Senior Vice President and Treasurer of the Bank since 2010. Prior to joining the Company, Mr. Connerton was a Senior Auditor specializing in auditing and consulting for banking, healthcare and manufacturing clients at Deloitte & Touche LLP.

Corporate Governance

Independence of Directors

A majority of the Board of Directors, and all members of the Audit, Human Resource and Compensation, and Corporate Governance and Nominating Committees, are independent, as affirmatively determined by the Board, consistent with the criteria established by NYSE American and as required by our bylaws.

The Board has conducted an annual review of director independence for all current nominees for election as directors and all continuing directors. During this review, the Board considered transactions and relationships during the prior year between each director or any member of his or her immediate family and the Company and its subsidiaries, affiliates and principal shareholders, including those of the type described below under “Transactions with Related Persons.” The Board also examined transactions and relationships between directors or their affiliates and members of senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.

As a result of this review, the Board affirmatively determined that the nominees David R. Pfalzgraf, Jr., Thomas H. Waring, Jr.,Kevin D. Maroney, Kimberley A. Minkel, Christina P. Orsi, and Lee C. WorthamMichael J. Rogers meet the Company’s standard of independence, as do the following continuing directors: Michael A. Battle, James E. Biddle, Jr., Jody L. Lomeo, Kimberley Minkel, Christina Orsi, Michael J. Rogers, Oliver H. Sommer, andDavid R. Pfalzgraf, Jr., Nora B. Sullivan.Sullivan, Thomas H. Waring, Jr., and Lee C. Wortham. As an executive officer of the Company, David J. Nasca andhas been determined not to be independent. As a previous executive officer of the Company, Robert G. Miller, Jr. werehas been determined not to be independent because they are currently executive officers of the Company.    

independent.

Leadership Structure. Lee C. Wortham has served as Chairman of the Company’s Board of Directors since April 2018. In his capacity as Chairman, Mr. Wortham chairs meetings of the Board and executive sessions of the Board, coordinates the activities of the other independent directors, and performs such other duties and responsibilities as the Board of Directors may determine. These duties also include chairing meetings of the Company’s shareholders, overseeing the preparation of agendas for meetings of the Board, keeping directors informed through the timely distribution of information and reports, maintaining contact with the Company’s CEO between meetings to stay current on developments and to determine when it may be appropriate to alert the Board to significant pending developments, serving as a liaison between independent directors and the CEO with respect to sensitive issues, and other matters.

We separated theThe positions of Chairman and CEO inhave been separated since 2001. While the separation of these positions is not required by our bylaws, we believe that it is the most appropriate leadership structure for us at this time. We believe that it is advantageous to separate the two positions in order to provide for independent director control over Board agenda and information flow, encourage open and lively communication between the independent directors and management, and to help balance the leadership of the Board.

Board of Directors Stock Ownership. Upon his or her first election or appointment to the Board of Directors, a new director must hold, or must obtain within 60 calendar days after such election or appointment, not less than $10,000 aggregate market value of the Company'sCompany’s common stock, based on the trailing 365-day average price. A new director has a period of 5 years from the beginning of such director’s term of office to obtain the required $50,000 aggregate market value of the Company’s common stock, discussed below under “Board of Director Committees – Corporate Governance and Nominating Committee”.stock. The value of a new director’s qualifying shares at the beginning of his or her term in office will be determined as of the date purchased or the date on which the individual becomes a director, whichever value is greater. As of the date of this Proxy Statement, all directors are in compliance with the Board of Directors stock ownership requirements. Our Insider Trading Policy prohibits directors, officers and employees from engaging in any hedging or monetization transactions involving Evans Bancorp securities.

Oversight of Risk Management. Our Enterprise Risk Committee (“ERC”) is responsible for overseeing and approving company-wide risk management practices. See the discussion of the ERC committee’s roles and responsibilities under the Board of Director’s Committees section.

Compensation Risk. The Human Resource and Compensation Committee, along with the ERC, considers risk and its influence on the Company’s compensation programs. This Committee reviews each compensation element individually and in the aggregate to ensure that the overall compensation program provides a balanced perspective that ultimately aligns pay with performance while also ensuring bonus / incentive programs do not motivate inappropriate risk-taking. Equity award levels and practices are set to foster shared interests between management and shareholders, but are not considered by the Committee to be at levels that would drive inappropriate behavior. In 2017,the Committee’s judgment, the compensation policies and practices of the Company do not give rise to material risks.

Corporate Governance

In addition, the Company is subject to interagency guidance issued by the FDIC, the FRB and the OCC designed to ensure that incentive compensation arrangements at banking organizations appropriately tie rewards to longer-term performance and do not undermine the safety and soundness of the organizations or create undue risks to the financial system. This guidance embodies three core principles, which are: (1) incentive compensation arrangements at a banking organization should provide employees incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risks; (2) these arrangements should be compatible with effective controls and risk management, and (3) these arrangements should be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. We believe that our incentive compensation program satisfies the principles of this guidance.

Policy for Director Attendance at Annual Meeting. It is the policy of the Company that all directors be present at the Annual Meeting, barring unforeseen or extenuating circumstances. All directors who were then serving were present at the Company’s 2020 Annual Meeting, except for Jody L. Lomeo and Kimberley A. Minkel.

Shareholder Communications with the Board of Directors. Shareholders and other parties interested in communicating directly with the Company’s Board of Directors may do so by writing to the Evans Bancorp, Inc. Board of Directors, 6460 Main Street, Williamsville, NY 14221. All correspondence received under this process is compiled and summarized by the Corporate Secretary of the Company and presented to the Board of Directors, in accordance with our Policy for Communication to the Board of Directors. Concerns relating to accounting, internal controls or auditing matters are handled in accordance with procedures established by the Audit Committee, as set forth in our Employee Complaint Procedure for Accounting and Auditing Matters. Each of these policies is available in the Governance Documents section of the Company’s website (www.evansbancorp.com), which can be found by clicking on “Governance”, then “Governance Documents”.

Code of Ethics for Chief Executive Officer and Principal Financial Officers. The Company has a “Chief Executive Officer/Treasurer/Controller Code of Ethics,” which is applicable to the Company’s principal executive officer, principal financial officer, and principal accounting officer. The “Chief Executive Officer/Treasurer/ControllerCode of Ethics” is available in the Governance Documents section of the Company’s website (www.evansbancorp.com), which can be found by clicking on “Governance”, then “Governance Documents”. The Company intends to post amendments to or waivers from its code of ethics at this location on its website.

Board Meetings and Attendance at Board of Director and Committee Meetings. The Company’s Board of Directors met twelve times during fiscal 2020, including one strategic planning meeting. Each incumbent director attended at least 75% of the aggregate of: (1) all meetings of the Company’s Board of Directors (held during the period for which he or she served as a director) and (2) all meetings held by the committees of the Company’s Board of Directors on which he or she served (during the periods that he or she served).

Availability of Committee Charters and Other Corporate Governance Documents. Current copies of the written charters for the Audit Committee, the Human Resource and Compensation Committee, and the Corporate Governance and Nominating Committee, copies of the Company’s “Chief Executive Officer/Treasurer/Controller Code of Ethics” and the “Code of Conduct,” the “Policy for Communication to the Board of Directors,” and the “Employee Complaint Procedure for Accounting and Auditing Matters” are available in the Governance Documents section of the Company’s website (www.evansbancorp.com), which can be found by clicking on “Governance”, then “Governance Documents”.

Corporate Citizenship and Community Involvement

A core value of the Company shared by our employees, executive leadership and the Board is active engagement with not only our customers, but with the civic institutions, non-profits, schools and other local organizations that comprise our communities. As a community-focused bank, the Company is committed to supporting volunteerism, implementing environmentally responsible practices, working with small businesses and serving traditionally underserved individuals and neighborhoods. Below are highlights of corporate citizenship and other community efforts.

Corporate Citizenship and Community Involvement